Drug Giants Pay Hefty Premiums as Cancer-Drug Race Heats Up

(Bloomberg) -- Two of the world’s biggest pharmaceutical companies agreed to pay substantial premiums to acquire smaller cancer-drug makers, underlining the eagerness of the drug giants to add promising treatments to their oncology pipelines.

In separate deals announced Monday, Merck & Co. agreed to buy ArQule Inc., which is developing drugs known as kinase inhibitors, for $2.7 billion, while French drug giant Sanofi agreed to buy Synthorx Inc., a maker of therapies that harness the immune system to fight tumors, for $2.5 billion.

Both proposed transactions come with hefty price tags. In the ArQule deal, Merck will make a tender offer of $20 a share, more than double the smaller company’s closing price Friday. And in its deal for Synthorx, Sanofi agreed to pay nearly three times its target’s market value.

Shares of ArQule more than doubled to $19.63 at 10:14 a.m. in New York, while Synthorx shares surged to $67.39, well above their Friday closing mark of $25.03.

The substantial prices show that pharmaceutical giants are feeling increasingly pressed to pay up for companies that can restock their inventory of new drugs. For some time, drugmakers had balked at the lofty valuations of some publicly traded biotechnology companies.

Merck Chief Marketing Officer Michael Nally, who is seen as a potential candidate to replace Chief Executive Officer Kenneth Frazier, said at a conference last week that the company doesn’t have an appetite for mega-deals, but would likely focus on transactions under $10 billion.

Despite increasingly high premiums, “we’re not driven by the price of a deal,” Nally said. “We’re trying to find those spots where there’s those value-creating opportunities, and we look at everything. We’re not confined to a therapeutic area. We’re not confined to a size.”

A persistent rally in biotech stocks could be forcing drugmakers to get off the sidelines before prices for appealing takeover targets climb even higher. The Nasdaq Biotechnology Index has surged some 24% this year.

Deals like those unveiled Monday are likely to spur more gains in the sector, which is highly sensitive to takeover trends.

Also on Monday, shares of XBiotech Inc. jumped 85% after Janssen Biotech Inc., a unit of Johnson & Johnson’s Janssen Pharmaceutical Co., agreed Saturday to buy rights to the company’s bermekimab, a potential treatment for colorectal cancer, for $750 million in cash.

More Competition

Merck already markets one of the world’s biggest-selling cancer treatments, the immunotherapy Keytruda, but like other large pharmaceutical companies, it has been searching for ways to expand its oncology offerings. Keytruda, which had 2018 sales of more than $7 billion, is expected to face increased competition in coming years.

“We’ve been very committed to using Keytruda as our cornerstone--a foundational component to many therapies--while adding on additional targets,” Roy Baynes, senior vice president and head of global clinical development for Merck Research Laboratories, said in an interview. “As we diversify our oncology platform, I think we’ll follow the science more than targeting specific areas of disease.”

ArQule, based in Woburn, Massachusetts, is focused on kinase inhibitor discovery. Its lead drug candidate, ARQ-531, is currently being studied in patients with a range of blood cancers. The drug will compete with a promising asset Eli Lilly & Co. acquired through its $8 billion purchase of Loxo Oncology in January, which jump-started a year of deals for new cancer compounds.

“We were intrigued by the work that ArQule and others have been doing in this competitive space,” Baynes said. “The science has come to a moment in time where it looks very compelling. That was the driver moving ahead. Though the company has a number of other assets and a productive discovery engine, ARQ-531 is front and center.”

In the past, Merck executives had signaled that high prices for biotech companies had been an impediment to getting deals done. But recently, the company has been more open to doing deals, and willing to pay more. Earlier this year, it spent $5.1 billion to buy the cancer-drug maker Peloton Therapeutics a day before the company was set to debut on the stock market.

“We continue to think there is much more consolidation on the horizon” given the needs of drugmakers to beef up their pipelines, said Jared Holz, a health-care equity strategist at Jefferies LLC, in a note to clients.

BofA Securities acted as financial adviser to Merck on the deal, and Covington & Burling was its legal counsel. Centerview Partners was financial adviser and Skadden, Arps, Slate, Meagher & Flom was legal adviser to ArQule.

The transaction is expected to close early in the first quarter of 2020.

Sanofi Shift

At Sanofi, new Chief Executive Officer Paul Hudson is moving to put his stamp on the Paris-based drugmaker. The deal for La Jolla, California-based Synthorx underscores its efforts to build its portfolio of innovative therapies in a fast-growing and lucrative market. The purchase marks Sanofi’s first multibillion acquisition since early 2018.

On Tuesday, Hudson is expected to lay out his pipeline and acquisition priorities, along with his initial plans for the consumer-health, diabetes and other units.

Investors are counting on Hudson to fire up Sanofi’s research operations and step up the search for novel products to reduce its reliance on Dupixent, a standout medicine for severe eczema and asthma. Hudson, the former pharma head at Novartis AG, is credited with launching key medicines at his previous job before becoming CEO of Sanofi in September.

Synthorx’s main drug, known as THOR-707, is being explored as a treatment for multiple types of solid tumors, together with immune checkpoint inhibitors and other future combinations.

Morgan Stanley advised Sanofi, which used Weil, Gotshal & Manges as its law firm. Synthorx’s advisers were Centerview Partners LLC and Cooley LLP.

--With assistance from Cristin Flanagan and Ben Scent.

To contact the reporters on this story: Riley Griffin in New York at rgriffin42@bloomberg.net;James Paton in London at jpaton4@bloomberg.net

To contact the editors responsible for this story: Drew Armstrong at darmstrong17@bloomberg.net, ;Eric Pfanner at epfanner1@bloomberg.net, Timothy Annett, Mark Schoifet

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